Functional MRI is capable of achieving millimeter spatial resolution in measurements of blood oxygenation associated with neural tissue activation in the brain, while the EEG is capable of achieving sub-millisecond temporal resolution of the electrical activity. Many studies can now benefit from the synergy of these two techniques, but simultaneous recording is difficult at present. To fill this gap, we propose to design a prototype and test an integrated system that will make it easy to record EEG in an MRI scanner during fMRI acquisition. For studies not requiring simultaneous recording the system will be designed to carry out EEG studies as if they were done in the magnet for better comparison. In Phase I a 32-channel system was built and tested with a physical phantom to demonstrate feasibility. In Phase II a complete 256-channel system will be built to include integrated head stabilization, specialized head-coils, rapid and painless application of 256 EEG electrodes. ERP/fMRI experimental design and control software, joint EEG/fMRI segmentation and analysis software, and combined EEG/fMRI source modeling software. The Phase II system will be tested with a dual EEG/fMRI phantom as well as in human subjects with a visual perceptual experiment.